Conditions Precedent to Making Loans. The obligation of each Lender to make its Loans is subject to the conditions that on the Closing Date:
Conditions Precedent to Making Loans. 55 6.1 Initial Loans.................................................55 6.2 All Loans.....................................................61
Conditions Precedent to Making Loans. The Bank shall not be obligated to make any Loan hereunder unless:
(a) As of the date of the proposed advance, no Event of Default or Default has occurred;
(b) The representations and warranties contained in Article IV are true and correct on the date of the proposed advance, except that the representations and warranties in Section 3.4 shall refer to the financial statements most recently supplied to the Bank pursuant to Section 5.2 of this Agreement;
(c) No material adverse change has occurred in the financial condition of any Borrower since the date hereof; and
(d) The Borrowers have delivered to the Bank, upon the Bank's request, a certificate executed by the chief executive officer of the Borrowers confirming the statements made in paragraphs (a), (b) and (c) above.
Conditions Precedent to Making Loans. 71 5.1. Initial Loans................................................ 71 5.1.1. Resolutions, etc............................................. 71 5.1.2. Borrower Security Agreement.................................. 72 5.1.3. Pledge Agreements............................................ 73 5.1.4. Collateral Agreements........................................ 73 5.1.5. Principal Subsidiary Guaranties.............................. 74 5.1.6. Project Documents; Approvals; Technical Due Diligence........ 74 5.1.7. Hedging Agreements; Interest Rate Protection Agreements...... 75 5.1.8. Insurance.................................................... 75 5.1.9. Process Agent Acceptance..................................... 76 5.1.10.
Conditions Precedent to Making Loans. The Lender shall not be obligated to make the Loan until there is proper execution and delivery to the Lender of the Note (attached hereto as Exhibit I) and this Agreement, all in form, and substance reasonably satisfactory to the Lender.
Conditions Precedent to Making Loans. (a) Prior to making the Revolving Loans, the Bank shall receive an appropriately completed and executed Revolving Note, and the following conditions shall have been satisfied prior to and after each Loan:
(i) No event shall have occurred and be continuing or condition shall exist, or would result from the proposed Revolving Loan, which constitutes or, with the lapse of time or the giving of notice, or both, would constitute a Default; in the case of a Refunding Loan (as hereinafter defined), this condition shall only require that no event shall have occurred and be continuing or condition exist, or would result from the proposed Refunding Loan, which constitutes a Default;
(ii) The representations and warranties contained in Sections 6.1 through 6.12 hereof shall be true and correct on and as of the date of the proposed Revolving Loan as though made on and as of such date, provided, however, in the case of a Refunding Loan, this condition shall not include the representations and warranties in Sections 6.5 (second sentence), 6.6, 6.7, 6.8, 6.9, 6.10 and 6.12; and
(iii) No change shall have occurred in any law or regulation thereunder or interpretation thereof which in the opinion of counsel for the Bank would make it illegal for the Bank to make the Revolving Loans as provided herein.
Conditions Precedent to Making Loans. 6.1 Initial Loans 6.1.1Resolutions, etc.
6.1. 2Acquisition Transaction, etc.
Conditions Precedent to Making Loans. The obligation of the Lender to make any Loans is further subject to the fulfillment to the satisfaction of the Lender immediately prior to or contemporaneously with the making of such Loan of each of the following conditions:
3.2.1 The representations and warranties contained in this Agreement or otherwise made in writing by or on behalf of the Borrower or the Guarantors pursuant hereto or in connection with the transactions contemplated hereby shall be true and correct in all material respects at the time of the making of each such Loan (except for representations and warranties limited as to time or with respect to a specific event, which representations and warranties shall continue to be limited to such time or event) with and without giving effect to such Loan and the application of the proceeds thereof. The Lender may without waiving this condition consider it fulfilled, and a representation by the Borrower and the Guarantors to such effect made, as of the date each Loan is made if no written notice to the contrary, dated the date of such Loan is received from the Borrower or Guarantors. In the event that any of the Borrower or the Guarantors submits a written notice as contemplated by the preceding sentence, the conditions set forth in this Section will be considered fulfilled if such notice specifies in detail the exceptions to the representations and warranties as of the date of such Loan, the exceptions as stated in such notice are satisfactory to the Lender and the Lender so notifies the Borrower and the Guarantors.
3.2.2 At the time of making each such Loan:
(a) the Borrower and each Guarantor shall have performed and complied in all material respects with all agreements and conditions contained in this Agreement or in any of the Credit Documents required to be performed or complied with by it prior to or at such time;
(b) no Default or Event of Default shall have occurred and be continuing or would result from the making of such Loan;
(c) there shall have been no material adverse change in the condition (financial or otherwise), business or properties of the Borrower or Guarantors since the date of this Agreement;
(d) the Co-Funding Amount required pursuant to the terms of this Agreement for such Loan shall have been obtained by the Borrower in accordance with the definition of “Co-Funding Amount” set forth in Section 1.1 hereof; and
(e) the Lender shall have received a written request from an employee or officer of the Borrower to the Lender...
Conditions Precedent to Making Loans. 28 * * * *
Conditions Precedent to Making Loans. Lender's obligation pursuant to this Agreement to make the Loans available to Borrower in accordance with the Funding Schedule is subject to the receipt on or prior to the date hereof of the following documents by Lender in form and substance satisfactory to Lender:
(a) the Note;
(b) a duly executed counterpart of the Deed of Trust;
(c) copies, certified by the Secretary of Winners of resolutions of the board of Directors of Winners authorizing the execution, delivery and performance by Winners of this Agreement and the transactions contemplated hereby;
(d) certificates of incumbency and signatures of the officers of Winners authorized to sign this Agreement;
(e) copies, certified by the Secretary of Borrower, of resolutions of the Board of Directors of Borrower authorizing the execution, delivery and performance by Borrower of this Agreement, the Note, the Deed of Trust, and the Management Agreement and the transactions contemplated hereby and thereby;
(f) certificates of incumbency and signatures of the officer of Borrower authorized to sign this Agreement, the Note, the Deed of Trust, and the Management Agreement;
(g) evidence of the filing of financing statements under the Uniform Commercial Code with respect to the Deed of Trust and the Collateral duly completed and executed by Borrower;
(h) an opinion of Jackson & Kelly, counsel to Winners and Borrower in form and substance satisfactory to Lender with respect to such mattxxx xx are xxxxonably requested by Lender;
(i) all required approvals, if any, from the West Virginia Lottery Commission to make the Loans and obtain a first priority security interest in the Collateral;
(j) title insurance on the Properties satisfactory to it; and
(k) such other instruments and documents with respect to Borrower as Lender may reasonably request.
